As an alternative to founding or participating in a Bulgarian legal entity, a foreign company can also establish a branch office. A branch office is not a separate legal entity, although a branch is required to keep its accounts as an independent merchant and must also prepare a balance sheet. Generally, a branch office may only perform business activities in Bulgaria on behalf of its parent company.
A Bulgarian branch of a foreign commercial entity must be registered in the Commercial Register. The application must include the following documents and information:
- the application for the registration, including the seat and scope of business of the branch;
- particulars concerning the person who will manage the branch and concerning the scope of their powers of representation and a notarized consent including a signature specimen of the person who will manage the branch (if a foreign individual – the notarization must be apostiled and translated);
- the relevant register and number under which the foreign parent company is recorded, if provided for by applicable law – a copy of the document confirming the incorporation of the foreign company in the country of origin, e.g. excerpt from the commercial register (must be apostiled);
- the legal form and name of the foreign company, as well as the branch name, if different from the one of the foreign company;
- the law of the state applicable to the foreign person if different from the law of an EU Member State;
- the persons who represent the foreign company according to the register, where this is recorded, the manner of representation, as well as the liquidators and receivers and their powers if appropriate; and
- a document confirming payment of registration fee (if the fee is not paid electronically in cases of electronic filling).
In addition, a transcript of the following must be submitted to the Commercial Register:
- The founding act, articles or stature of the foreign company containing all amendments and supplements, including after registration of the branch;
- Each annual financial statement of the foreign company, after it has been registered or delivered in accordance with the legislation of the country, where it is registered.
All the above-mentioned documents must be translated into Bulgarian language by a licensed translator and certified by the Bulgarian Ministry of Foreign Affairs.